Second Year Revenue definition

Second Year Revenue means (A) all revenue recognized by Parent, the Surviving Corporation or any of their respective affiliates, in accordance with generally accepted accounting principles, consistently applied, with respect to the Business during the period commencing on the eighteen month anniversary of the Closing Date and ending on the twenty-four month anniversary of the Closing Date (such anniversary, the "Twenty-four Month Anniversary") (the "Second Year Gross Revenue"), minus (B) any Second Year Bad Debt Expense (as defined herein). "Second Year Bad Debt Expense" means, subject to the immediately following sentence, an amount equal to the product of (X) (1) the amount recorded by Parent or the Surviving Corporation as actual write-offs of revenue of the Business during the First Year divided by First Year Gross Revenue minus (2) 0.01 multiplied by (Y) Second Year Gross Revenue, but only to the extent such product exceeds one percent (1.0%) of the Second Year Gross Revenue. Notwithstanding anything in this Agreement to the contrary, in the event the amount recorded by Parent or the Surviving Corporation as actual write-offs of revenue of the Business during the Second Year exceeds nine percent (9.0%) of the Second Year Gross Revenue, Second Year Bad Debt expense shall be deemed to equal eight percent (8.0%) of the Second Year Gross Revenue.
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Second Year Revenue shall have the meaning set forth in Section 1.4(b).
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Examples of Second Year Revenue in a sentence

  • The Purchaser and the Seller shall have the right to dispute the calculation of the Second Year Revenue (and any items therein) and make any proposed adjustments thereto as provided in Section 1.5(c).

  • All adjustments proposed by the Seller shall be set out in detail in a written statement delivered to the Purchaser (the “Adjustment Statement”) and shall be incorporated into the Closing Date Balance Sheet, the First Year Revenue, the Second Year Revenue, and the Third Year Revenue, as applicable, unless the Purchaser shall object in writing to such proposed adjustments within five (5) days of receipt of the Adjustment Statement.

  • For example, if 80% of the Second Year Revenue Target is met in the Second Year (i.e., if Recurring Revenue is $34 million), the amount of the Second Earn-Out Payment will be $8,666,666.67.

  • For the 12-month period commencing on the second anniversary of the Revenue Measure Date and ending on the third anniversary of the Revenue Measure Date (the “Third Year”), Seller shall be entitled to a portion of the Revenue Share equal to an amount not to exceed the sum of (i) the Third Year Revenue Share plus (ii) the amount by which the payments made to Seller under Section 2.9(a) are less than Second Year Revenue Share (such sum, the “Third Year Maximum Amount”).

  • If Seller receives an amount greater than the Second Year Revenue Share from the delivery of Management Fees during the Second Year, Seller will promptly deliver to Buyer all Management Fees received by Seller during the Second Year in excess of the Second Year Revenue Share by wire transfer of immediately available funds to an account designated in writing by Buyer.

  • The Seller shall have until thirty (30) days after the delivery of the Closing Date Net Working Capital, the First Year Revenue, the Second Year Revenue, and the Third Year Revenue, as applicable, to review such calculations and propose any adjustments thereto.

  • No Second Year Contingent Payment shall be made if Fee Revenue for the Second Year is equal to or less than Threshold Second Year Revenue.

  • For the 12-month period commencing on the first anniversary of the Revenue Measure Date and ending on the second anniversary of the Revenue Measure Date (the “Second Year”), Seller shall be entitled to a portion of the Revenue Share equal to an amount not to exceed the Second Year Revenue Share.

  • If the Second Year Revenue equals or exceeds $61.5 million, on the applicable Settlement Date, the Purchaser shall pay to the Seller $7 million.

  • In the event the First Anniversary Payment was adjusted pursuant to paragraph (b) above on account of a First Year Deficit Adjustment and the First Year Revenue and the Second Year Revenue exceed Sixty Two Million Dollars ($62,000,000) in the aggregate, the Second Anniversary Payment shall be adjusted upward in an amount equal to the First Year Deficit Adjustment.

Related to Second Year Revenue

  • Adjusted Revenue means revenue less Digital Platform Fulfilment Revenue.

  • Earnings Per Share means as to any Fiscal Year, the Company’s or a business unit’s Net Income, divided by a weighted average number of common shares outstanding and dilutive common equivalent shares deemed outstanding, determined in accordance with generally accepted accounting principles.

  • Relevant Year t means the Financial Year for the purposes of which any calculation falls to be made; "Relevant Year t-1" means the Financial Year preceding Relevant Year t, and similar expressions shall be construed accordingly;

  • M&O Revenue means (i) those revenues which the District receives from the levy of its annual ad valorem maintenance and operations tax pursuant to Section 45.002 of the TEXAS EDUCATION CODE, or other lawful authority, and Article VII § 3 of the TEXAS CONSTITUTION, plus (ii) all State revenues to which the District is or may be entitled under the applicable provisions of the TEXAS EDUCATION CODE or any other statutory provision as well as any amendment or successor statute to these provisions, as applicable, less

  • Income year means any year or accounting period beginning 1 July of one calendar year and ending 30 June of the following calendar year or any other period that the Trustees by resolution adopt;

  • EBIT means, for any period, the net income of the Company and its Subsidiaries on a Consolidated basis for such period plus each of the following with respect to the Company and its Subsidiaries on a Consolidated basis to the extent utilized in determining such net income: (a) Interest Expense and (b) provision for taxes.

  • Cumulative EBITDA means, as of any date of determination, EBITDA of the Company from the Existing Notes Issue Date to the end of the Company’s most recently ended full fiscal quarter prior to such date, taken as a single accounting period.

  • First Year means the intake group of Students for the most junior class or year in a school.

  • TIF Revenues means incremental ad valorem taxes generated on the Redevelopment Project Property by the Project which are to be allocated to and paid to the Authority pursuant to the Act.

  • Operating Revenue Cash Flows means the Company’s cash flow from ownership and/or operation of (i) Properties, (ii) Loans, (iii) Permitted Investments, (iv) short-term investments, and (v) interests in Properties, Loans and Permitted Investments owned by any Joint Venture or any partnership in which the Company or the Partnership is, directly or indirectly, a co-venturer or partner.

  • EBITDA means, with respect to any Person for any period, the net income for such Person for such period plus the sum of the amounts for such period included in determining such net income in respect of (i) interest expense, (ii) income tax expense, and (iii) depreciation and amortization expense, in each case as determined in accordance with GAAP.

  • EBITA means for any period, operating profit (loss) plus (i) amortization, including goodwill impairment, (ii) amortization of non-cash distribution and marketing expense and non-cash compensation expense, (iii) restructuring charges, (iv) non-cash write-downs of assets or goodwill, (v) charges relating to disposal of lines of business, (vi) litigation settlement amounts and (vii) costs incurred for proposed and completed acquisitions.

  • Operating Profit means the excess of Gross Revenues over the following deductions (“Deductions”) incurred by Manager, on behalf of Owner, in operating the Hotel:

  • Operating Revenue means amounts accrued or charge to customers, cli- ents, and tenants, for the sale of prod- ucts manufactured or purchased for re- sale, for services, and for rentals of property held primarily for leasing to others. It includes both reimbursable costs and fees under cost-type con- tracts and percentage-of-completion sales accruals except that it includesonly the fee for management contracts under which the contractor acts essen- tially as an agent of the Government in the erection or operation of Govern- ment-owned facilities. It excludes inci- dental interest, dividends, royalty, and rental income, and proceeds from the sale of assets used in the business.

  • Eligible Expense means the lesser of the reasonable, customary, usual, fair market value charge for a covered service or the provider's actual charge.

  • Gross Profit means the sum produced by adding to the “net profit” the amount of the Insured “standing charges”, or if there be no “net profit”, the amount of the Insured “standing charges” less such a proportion of any net trading loss as the amount of the Insured “standing charges” bears to all the “standing charges” of the business.

  • One-hundred-year flood means a flood having a one per cent chance of being equaled or exceeded in any given year.

  • Operating Income means the Company’s or a business unit’s income from operations but excluding any unusual items, determined in accordance with generally accepted accounting principles.

  • LTM Fee Revenue has the meaning set forth in Section 7.2.2(c).

  • Deferred Revenue is all amounts received or invoiced in advance of performance under contracts and not yet recognized as revenue.

  • CAISO Revenues means the credits, fees, payments, revenues, interest or similar benefits, including imbalance energy payments, that are directly assigned by the CAISO to the CAISO Global Resource ID for the Generating Facility for, or attributable to, Scheduling or deliveries from the Generating Facility under this Agreement.

  • Annual EBITDA means, with respect to any Project or Minority Holding, as of the first day of each fiscal quarter for the immediately preceding consecutive four fiscal quarters, an amount equal to (i) total revenues relating to such Project or Minority Holding for such period, less (ii) total operating expenses relating to such Project or Minority Holding for such period (it being understood that the foregoing calculation shall exclude non-cash charges as determined in accordance with GAAP). Each of the foregoing amounts shall be determined by reference to the Borrower’s Statement of Operations for the applicable periods. An example of the foregoing calculation is set forth on Exhibit G hereto.

  • Target EBITDA means, for each fiscal year, the EBITDA set forth in the operating budget of the Company, as approved by the Board, for the particular year.

  • Total Revenue bears the same meaning assigned to this expression in the Codes of Good Practice on Black Economic Empowerment, issued in terms of section 9(1) of the Broad-Based Black Economic Empowerment Act and promulgated in the Government Gazette on 9 February 2007;

  • Base Year Value means the assessed value of eligible property January 1 preceding the execution of the agreement plus the agreed upon value of eligible property improvements made after January 1 but before the execution of the agreement.

  • Revenue Growth means the percentage change in revenue (as defined in Statement of Financial Accounting Concepts No. 6, published by the Financial Accounting Standards Board) from one period to another.